t6332341a.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hj3R2TETD6DAqfAG9aCcaP2Ymsf2qArHzfdPFjsAiu8Suonh5hWAhIGxff44Qh9+ GbR/u2YGllfT8GtnNGfcIA== 0000899140-11-000064.txt : 20110203 0000899140-11-000064.hdr.sgml : 20110203 20110203170857 ACCESSION NUMBER: 0000899140-11-000064 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110203 DATE AS OF CHANGE: 20110203 GROUP MEMBERS: CHARLES R. KAYE GROUP MEMBERS: JOSEPH P. LANDY GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS, LLC GROUP MEMBERS: WARBURG PINCUS X LLC GROUP MEMBERS: WARBURG PINCUS X PARTNERS, L.P. GROUP MEMBERS: WARBURG PINCUS X, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Talon Therapeutics, Inc. CENTRAL INDEX KEY: 0001140028 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 320064979 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79910 FILM NUMBER: 11570881 BUSINESS ADDRESS: STREET 1: 7000 SHORELINE COURT STREET 2: SUITE 370 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-588-6404 MAIL ADDRESS: STREET 1: 7000 SHORELINE COURT STREET 2: SUITE 370 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: Hana Biosciences Inc DATE OF NAME CHANGE: 20041006 FORMER COMPANY: FORMER CONFORMED NAME: EMAIL REAL ESTATE COM INC DATE OF NAME CHANGE: 20010504 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Warburg Pincus Private Equity X, L.P. CENTRAL INDEX KEY: 0001414565 IRS NUMBER: 200849130 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 t6332341a.htm AMENDMENT NO. 2 t6332341a.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 2)

Talon Therapeutics, Inc.

(Name of Issuer)

COMMON STOCK, $.001 PAR VALUE PER SHARE

(Title of Class of Securities)

40963P105

(CUSIP Number)

Scott A. Arenare, Esq.

Managing Director and General Counsel

Warburg Pincus LLC

450 Lexington Avenue

New York, New York 10017

(212) 878−0600

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copy to:

Steven J. Gartner, Esq.

Robert T. Langdon, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019−6099

(212) 728−8000

February 2, 2011

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 40963P105

Page 2 of 14 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus Private Equity X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 52,257,332* (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 52,257,332* (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 52,257,332* (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.1% (see Item 5)
14	TYPE OF REPORTING PERSON* PN

* Represents the number of shares of Common Stock into which the shares of Series A-1 Preferred beneficially owned by the reporting person are convertible as of January 31, 2011.

CUSIP No. 40963P105

Page 3 of 14 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus X Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 52,257,332* (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 52,257,332* (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 52,257,332* (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.1% (see Item 5)
14	TYPE OF REPORTING PERSON* PN

* Represents the number of shares of Common Stock into which the shares of Series A-1 Preferred beneficially owned by the reporting person are convertible as of January 31, 2011.

CUSIP No. 40963P105

Page 4 of 14 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus X, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 52,257,332* (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 52,257,332* (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 52,257,332* (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.1% (see Item 5)
14	TYPE OF REPORTING PERSON* PN

* Represents the number of shares of Common Stock into which the shares of Series A-1 Preferred beneficially owned by the reporting person are convertible as of January 31, 2011.

CUSIP No. 40963P105

Page 5 of 14 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus X LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 52,257,332* (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 52,257,332* (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 52,257,332* (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.1% (see Item 5)
14	TYPE OF REPORTING PERSON* OO

* Represents the number of shares of Common Stock into which the shares of Series A-1 Preferred beneficially owned by the reporting person are convertible as of January 31, 2011.

CUSIP No. 40963P105

Page 6 of 14 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 52,257,332* (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 52,257,332* (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 52,257,332* (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.1% (see Item 5)
14	TYPE OF REPORTING PERSON* OO

* Represents the number of shares of Common Stock into which the shares of Series A-1 Preferred beneficially owned by the reporting person are convertible as of January 31, 2011.

CUSIP No. 40963P105

Page 7 of 14 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus & Co.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 52,257,332* (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 52,257,332* (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 52,257,332* (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.1% (see Item 5)
14	TYPE OF REPORTING PERSON* PN

* Represents the number of shares of Common Stock into which the shares of Series A-1 Preferred beneficially owned by the reporting person are convertible as of January 31, 2011.

CUSIP No. 40963P105

Page 8 of 14 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Warburg Pincus LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 52,257,332* (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 52,257,332* (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 52,257,332* (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.1% (see Item 5)
14	TYPE OF REPORTING PERSON* OO

* Represents the number of shares of Common Stock into which the shares of Series A-1 Preferred beneficially owned by the reporting person are convertible as of January 31, 2011.

CUSIP No. 40963P105

Page 9 of 14 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Charles R. Kaye
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 52,257,332* (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 52,257,332* (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 52,257,332* (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.1% (see Item 5)
14	TYPE OF REPORTING PERSON* IN

* Represents the number of shares of Common Stock into which the shares of Series A-1 Preferred beneficially owned by the reporting person are convertible as of January 31, 2011.

CUSIP No. 40963P105

Page 10 of 14 Pages

SCHEDULE 13D

1	NAME OF REPORTING PERSONS Joseph P. Landy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 52,257,332* (see Items 4 and 5)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 52,257,332* (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 52,257,332* (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 71.1% (see Item 5)
14	TYPE OF REPORTING PERSON* IN

* Represents the number of shares of Common Stock into which the shares of Series A-1 Preferred beneficially owned by the reporting person are convertible as of January 31, 2011.

Pursuant to Rule 13d-2 promulgated under the Act, this Schedule 13D/A (this “Amendment No. 2”) amends the Schedule 13D filed on June 16, 2010 (the “Original Schedule 13D”) and amended on September 14, 2010 (“Amendment No. 1” and, together with this Amendment No. 2, the “Schedule 13D”). This Amendment No. 2 relates to the common stock, par value $0.001 per share (the “Common Stock”) of Talon Therapeutics, Inc. (formerly Hana Biosciences, Inc.), a Delaware corporation (the “Company”).

Item 4. Purpose of the Transaction

Item 4 of the Schedule 13D is hereby amended to include the following:

Pursuant to a letter agreement, dated as of February 2, 2011, by and among Talon Therapeutics, Inc., Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., Deerfield Special Situation Fund, L.P., Deerfield Special Situations Fund International Limited, Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P. (the “Letter Agreement”), the parties thereto confirmed their understanding that, with respect to the period beginning on June 7, 2010 and ending on September 9, 2010 only, there shall not be any accretion on the shares of Series A-1 Preferred issued to the shareholders party thereto on June 7, 2010 pursuant to the Series A-1 Certificate.

The above description of the Letter Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is attached as Exhibit 99.6 to the Schedule 13D and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

All of the computations and share amounts used herein do not give effect to any accretion on the shares of Series A-1 Preferred after January 31, 2011. The percentages used herein are calculated based upon the 21,234,307 shares of Common Stock outstanding as reported in the Company’s Quarterly Report for the quarterly period ended September 30, 2010 filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 12, 2010. The number of shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons, and the percentage of the outstanding shares represented thereby, in each case as reported in this Schedule 13D, are based on the number of shares of Common Stock issuable to the Reporting Persons upon conversion of the shares of Series A-1 Preferred owned by the Reporting Persons on January 31, 2011.

(a) WP X is the direct beneficial owner of 359,797 shares of Series A-1 Preferred. As of January 31, 2011, such shares are convertible into 50,637,428 shares of Common Stock, representing approximately 68.9% of the outstanding shares of Common Stock.

WPP X is the direct beneficial owner of 11,510 shares of Series A-1 Preferred. As of January 31, 2011, such shares are convertible into 1,619,904 shares of Common Stock, representing approximately 2.2% of the outstanding shares of Common Stock.

Due to their respective relationships with the WP X Funds and each other, as of January 31, 2011, each of the Reporting Persons may be deemed to beneficially own shares of Common Stock by virtue of their beneficial ownership of shares of Series A-1 Preferred. Assuming the full conversion of the Series A-1 Preferred in accordance with the terms of the Series A-1 Certificate, the Reporting Persons may be deemed to beneficially own 52,257,332 shares of Common Stock, representing approximately 71.1% of the outstanding class of Common Stock, based on a total of 73,491,639 shares of Common Stock, which is comprised of: (i) the 21,234,307 shares of Common Stock outstanding referenced above and (ii) the 52,257,332 shares of Common Stock issuable to WP X and WPP X upon the conversion of shares of Series A-1 Preferred described above.

(b) Each of WP X, WPP X, WP X LP, WP X LLC, WPP LLC, WP LLC and WP may be deemed to share with the WP X Funds the power to (i) dispose or to direct the disposition and (ii) vote or direct the vote of the 52,257,332 shares of Common Stock the WP X Funds may be deemed to beneficially own (and convert into) as of January 31, 2011.

Charles R. Kaye and Joseph P. Landy are Managing General Partners of WP and Managing Members and Co−Presidents of WP LLC and may be deemed to control the other Reporting Persons. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the WP X Funds. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.

(c) During the last sixty (60) days there were no transactions in the Common Stock effected by the Reporting Persons, nor, to the best of their knowledge, by any of their directors, executive officers, general partners or members.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer

Item 6 of the Schedule 13D is hereby amended to include the following:

The responses set forth in Item 4 of this Amendment No. 2 are hereby incorporated by reference.

Item 7. Material to Be Filed as Exhibits

Item 7 of the Schedule 13D is hereby amended to include the following:

Exhibit 99.6

Letter Agreement, dated as of February 2, 2011, by and among Talon Therapeutics, Inc., Warburg Pincus Private Equity X, L.P., Warburg Pincus X Partners, L.P., Deerfield Special Situation Fund, L.P., Deerfield Special Situations Fund International Limited, Deerfield Private Design Fund, L.P. and Deerfield Private Design International, L.P.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 3, 2011	WARBURG PINCUS PRIVATE EQUITY X, L.P.

	By: Warburg Pincus X, L.P., its general partner
	By: Warburg Pincus X LLC, its general partner
	By: Warburg Pincus Partners, LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: February 3, 2011	WARBURG PINCUS X PARTNERS, L.P.

	By: Warburg Pincus X, L.P., its general partner
	By: Warburg Pincus X LLC, its general partner
	By: Warburg Pincus Partners, LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: February 3, 2011	WARBURG PINCUS X, L.P.

	By: Warburg Pincus X LLC, its general partner
	By: Warburg Pincus Partners, LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: February 3, 2011	WARBURG PINCUS X LLC

	By: Warburg Pincus Partners, LLC, its sole member
	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: February 3, 2011	WARBURG PINCUS PARTNERS, LLC

	By: Warburg Pincus & Co., its managing member


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: February 3, 2011	WARBURG PINCUS & CO.


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


Dated: February 3, 2011	WARBURG PINCUS LLC


	By:	/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Managing Director


Dated: February 3, 2011	CHARLES R. KAYE


	By:	/s/ Scott A. Arenare
		Scott A. Arenare, Attorney-in-fact*


Dated: February 3, 2011	JOSEPH P. LANDY


	By:	/s/ Scott A. Arenare
		Scott A. Arenare, Attorney-in-fact**

__________________

*	Power of Attorney given by Mr. Kaye was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

**	Power of Attorney given by Mr. Landy was previously filed with the SEC on March 2, 2006, as an exhibit to a Schedule 13D filed by Building Products, LLC with respect to Builders FirstSource, Inc.

EX-99.6 2 t6332341b.htm LETTER AGREEMENT t6332341b.htm

EXHIBIT 99.6

Talon Therapeutics, Inc.

7000 Shoreline Court, Suite 370

South San Francisco, CA 94080

February 2, 2011

Warburg Pincus Private Equity X, L.P.

Warburg Pincus X Partners, L.P.

c/o Warburg Pincus & Co.

450 Lexington Avenue

New York, NY 10017

Attn: Jonathan S. Leff

Deerfield Private Design Fund, L.P.

Deerfield Private Design International, L.P.

Deerfield Special Situation Fund, L.P.

Deerfield Special Situations Fund International Limited

c/o Deerfield Management Company, L.P. Series C

780 Third Avenue, 37th Floor

New York, NY 10017

Attn: James E. Flynn

Gentlemen:

Reference is made to: (i) the Investment Agreement dated as of June 7, 2010, by and among Talon Therapeutics, Inc., f/k/a Hana Biosciences, Inc. (the “Company”), the WP Purchasers and the Deerfield Purchasers (the “Investment Agreement”); and (ii) the Corrected Certificate of Designation of Series A-1 Convertible Preferred Stock of the Company, as filed with the Delaware Secretary of State on June 10, 2010 (the “Series A-1 Certificate”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Investment Agreement.

This shall confirm the parties’ understanding that, notwithstanding anything to the contrary contained in Annex II of the Series A-1 Certificate, with respect to the period beginning on June 7, 2010 and ending on September 9, 2010 only, there shall not be any accretion pursuant to the first sentence of Section 3(a) of Annex II of the Series A-1 Certificate on the First Tranche Shares. For the avoidance of doubt, any accretion pursuant to the terms of the Series A-1 Certificate with respect to any shares of Series A-1 Preferred from and after September 10, 2010 shall not be waived, amended or changed in any way by this letter agreement.

This also confirms that the Company has satisfied all accretion on the First Tranche Shares as provided in Section 3(a) of Annex I of the Series A-1 Certificate for the period commencing June 7, 2010 and ending September 9, 2010, by the issuance of the Additional Series A-1 Preferred Shares.

Kindly confirm your agreement to the foregoing by countersigning this letter in the appropriate space on the following pages and returning a fully-signed copy of this letter to my attention.

TALON THERAPEUTICS, INC.

By: /s/ Steven R. Deitcher, M.D.

Steven R. Deitcher, M.D.

President & Chief Executive Officer

February 2, 2011

Page of 2 of 3

By signing below, each of the undersigned Purchasers hereby confirm and acknowledges its consent and agreement to the foregoing as of the dates indicated below:

WARBURG PINCUS PRIVATE EQUITY X, L.P. By: Warburg Pincus X L.P., its General Partner By: Warburg Pincus X LLC, its General Partner By: Warburg Pincus Partners LLC, its Sole Member By: Warburg Pincus & Co., its Managing Member By: /s/ Jonathan S. Leff Name: Jonathan S. Leff Title: Partner Dated: February 2, 2011
WARBURG PINCUS X PARTNERS, L.P. By: Warburg Pincus X L.P., its General Partner By: Warburg Pincus X LLC, its General Partner By: Warburg Pincus Partners LLC, its Sole Member By: Warburg Pincus & Co., its Managing Member By: /s/ Jonathan S. Leff Name: Jonathan S. Leff Title: Partner Dated: February 2, 2011

Signatures continue

February 2, 2011

Page of 3 of 3

DEERFIELD SPECIAL SITUATION FUND, L.P. By: Deerfield Capital, L.P., General Partner By: J.E. Flynn Capital, LLC, General Partner By: /s/ James E. Flynn Name: James E. Flynn Title: President Dated: February 3, 2011
DEERFIELD SPECIAL SITUATIONS FUND INTERNATIONAL LIMITED By: /s/ James E. Flynn Name: James E. Flynn Title: Director Dated: February 3, 2011
DEERFIELD PRIVATE DESIGN FUND, L.P. By: Deerfield Capital, L.P., General Partner By: J.E. Flynn Capital, LLC, General Partner By: /s/ James E. Flynn Name: James E. Flynn Title: President Dated: February 3, 2011
DEERFIELD PRIVATE DESIGN INTERNATIONAL, L.P. By: Deerfield Capital, L.P., General Partner By: J.E. Flynn Capital, LLC, General Partner By: /s/ James E. Flynn Name: James E. Flynn Title: Director Dated: February 3, 2011

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